These general conditions of use of the Koors Software (hereinafter the “General Conditions”) are concluded between the person designated in the online account (hereinafter, the “Customer”) and Koors, a simplified limited company with a share capital of 1000 euros, registered in the Paris Trade and Companies Register under number 908 682 941 with its head office at 59 rue custine 75018 Paris.

THE FOLLOWING WAS PREVIOUSLY EXPLAINED:
The General Conditions define the terms of access and use by the Customer of the Koors Software offered by Koors SAS (hereinafter the “Software”) the subscription of offers:
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• Test
• Free
• Pro (professional)
• Business (Business)

as described on the site https://koors.io/

The Customer wishes to use SaaS from a specialized service provider for the operation of online training applications. The Customer contacted Koors SAS and decided to subscribe to the Contract.

It is therefore in knowledge of the objectives pursued by the Customer that Koors SAS offered its services in SaaS mode.

Koors SAS is a provider of Software as a Service, i.e. business applications rented online (called SaaS provider). As such, it is the provider of the Application Services referred to below in the Contract.

The Customer acknowledges having received from the supplier all the necessary information allowing him to assess the suitability of the Application Services to his needs and to take all the necessary precautions for their use.

IN VIEW OF THIS, THE FOLLOWING WAS AGREED:

Terms beginning with a capital letter in the Contract, whether used in the singular or plural, will have the meaning given to them below.

‍Solutions refers to the operational functions made available to the Customer as part of the Application Services covered by the contract.

‍Data refers to the information, publications and, in general, the data in the Customer database whose use is the subject of this contract, which can be consulted only by Users

‍Identifiers refer to both the user's own identifier (“login”) and the login password (“password”), communicated after registering for the service

‍Internet refers to the set of interconnected networks, which are located in all regions of the world

‍Software refers to any software provided by Koors SAS to the Customer and in particular the associated Solutions.

‍Application service refers to the service offered in SaaS mode by the Service Provider, allowing the use of the Solutions by the Customer

‍User refers to the person under the responsibility of the Customer (agent, employee, representative, etc.) and benefiting from access to the Application Services on his computer under the license of use contracted by the Customer.

The purpose of the contract is to define the terms and conditions applicable to the Services ordered by the Customer. Koors SAS consents to the Customer, who accepts:
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- a right of access to the Service Provider's servers under the conditions defined below;
- a right of final use of the Solutions;
- a set of services defined below, in particular data hosting, maintenance of Application Services and technical assistance.

The Customer is the sole contracting party of Koors SAS. He is responsible for payments due under the Contract and for compliance with the Contract and the conditions of execution or non-performance of the Agreement by himself and by persons under his responsibility authorized to use the Software (“Users”).

The contract constitutes the entirety of the commitments existing between the Parties, hereinafter the Contract. It replaces and cancels any previous oral or written commitment relating to the subject of the Contract.

It is formally agreed between the Parties that any tolerance or renunciation by one of the Parties, in the application of all or part of the commitments provided for in the Contract, regardless of their frequency and duration, cannot constitute a modification of the Contract, nor be likely to create any right.

The Contract will take effect as of the creation of the account (the “Effective Date”).

The Customer must be a natural or legal person. Accounts created by robots or automatic methods are strictly prohibited. The Customer must provide his complete identity, a valid email address as well as all the mandatory information necessary for the creation of the online account. The Customer must create as many identifiers as there are Users. Each User will have a personal username and password. The identifier is personal and cannot be used by several Users.

• Trial offer and the free offer:
The Contract is concluded for an initial trial period described on the site https://koors.io beginning on the date the customer account is opened (the “Effective Date”).

This free trial period is intended to allow the Customer to test the functionalities of the Software. At the end of this free trial period, the Contract is not automatically renewed. The absence of renewal of the Contract will not give rise to any compensation.

All data entered on the Software and all customizations made to the Software by the Customer during the trial period and, more generally, during the Contract will be permanently lost at the end of the Contract unless the Customer makes a prior request to Koors SAS which will charge him the costs relating to the recovery of this data.

• Pro and Business offers:
The Contract is automatically renewed. The Contract will be renewed under identical conditions, unless the parties agree on a new functional scope for the Application Services in order to cover the needs of the Customer.

The Customer will use this right of access alone. It can be connected at any time — except for maintenance periods.

Koors SAS takes care of the corrective maintenance of the Solutions and undertakes to implement the means to ensure the continuity and quality of access to the electronic platform hosting the Software during the usual opening hours in France, i.e. from Monday to Friday, from Monday to Friday, from 8 am to 7 pm, Paris time, with the exception of French public holidays (the “Opening Period”).

Interventions relating to this service may, if necessary, make the service temporarily unavailable. They are carried out daily. Koors SAS guarantees that the upgrades and new versions of the Software will not cause any regression of the Application Services in terms of performance and functionality.

6.1. PERSONAL DATA

If the Data transmitted for the purpose of using the Application Services contains personal data, the Customer guarantees the Service Provider that it has fulfilled all the obligations incumbent on it under the law of January 6, 1978 known as “Informatique & Libertés”, and that it has informed the natural persons concerned of the use that is made of said personal data. As such, the Customer guarantees Koors SAS against any recourse, complaint or claim from a natural person whose personal data would be reproduced and hosted via Les Solutions.

6.2. EXPLOITATION OF DATA

The Customer assumes possible editorial responsibility for the use of the Application Services.

The Customer is solely responsible for the quality, legality and relevance of the Data and content that it transmits for the purpose of using the Application Services. It also guarantees that it owns the intellectual property rights allowing it to use the Data and content. Consequently, Koors SAS disclaims any responsibility in the event of non-compliance of the Data and/or content with laws and regulations, public order or even with the needs of the Customer.

The Customer guarantees Koors SAS at first request against any damage that would result from being blamed by a third party for a violation of this guarantee.

More generally, the Customer is solely responsible for the content and messages broadcast and/or downloaded via the Application Services. The Customer remains the sole owner of the Data constituting the content of the Solutions.

6.3. DATA SECURITY
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Each of the Parties undertake to implement the appropriate technical means to ensure the security of the Data. Subject to the “Responsibility” Article, Koors SAS is committed to maintaining the integrity and confidentiality of the Data contained in the Solutions. Koors SAS will put in place technical and organizational measures to prevent any fraudulent access or use of the Data and to prevent any loss, alteration and destruction of the Data.

7.1. ROYALTIES
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The financial conditions are set out for each offer on the site https://koors.io.

The fees for the Services are indicated in euros and are exclusive of tax and expenses.

The billing address is the address of the Customer's head office.

Koors SAS reserves the right to revise the price of access to the Software by notifying the Customer by email. This new rate will take effect two (2) months after this notification, with the Customer having the option of terminating the Contract during this period. The continuation of the Contract will constitute acceptance of the new rate.
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7.2. PAYMENT TERMS
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On the date of subscription, the Customer must pay in advance the price allowing the use of the Software for the coming month.

The price is calculated based on the number of Users registered at the Subscription Date for the Business offer.

Billing is made every month, on the day of the Subscription Date based on the number of Users who are registered on that date. An adjustment will be made for Users who have been registered between this date and the date of the next first billing if applicable.
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7.3. DEFAULT OF PAYMENT
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Without prejudice to possible damages, failure by the Customer to pay an invoice by the due date automatically results in:
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- the application of late payment interest equal to three times the legal interest rate, without prior notice and from the first day of delay;

- additional banking and management fees (monitoring of collections, follow-up letters and telephone costs, representation of bank debit rejections);

- the immediate suspension of the Services.

The Customer is and remains the owner of all the Data that it uses via the Application Services under the Contract.

Koors SAS is and remains the owner of the property rights relating to any element of the Application Services and Solutions made available to the Customer, as well as more generally to the IT infrastructure (software and hardware) implemented or developed under the Contract.

All copyrights, trademarks and other intellectual property rights (whether registered or not) as well as any other property rights or other rights relating to the Software, the interfaces and specific developments arising therefrom for the needs of integration into the Customer's information system, the user guides and the related documentation are and will remain under all circumstances the exclusive property of Koors SAS or its licensors.

The Contract does not grant the Customer any right of ownership over the Solutions. The temporary provision of the Solutions under the conditions provided for in the Contract cannot be analyzed as the transfer of any intellectual property right for the benefit of the Customer, within the meaning of the French Intellectual Property Code.

The Customer is prohibited from reproducing any element of the Software, or any documentation concerning them, by any means whatsoever, in any form whatsoever and on any medium whatsoever.

The Customer may not assign all or part of the rights and obligations resulting from the Contract, whether as part of a temporary transfer, a sublicense or any other contract providing for the transfer of said rights and obligations.

Koors SAS declares and guarantees:
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- that the Solutions he has developed are original within the meaning of the French Intellectual Property Code,

- that he is the owner of all the intellectual property rights that allow him to conclude the Contract.

Koors SAS declares and guarantees that the Solutions are not likely to infringe the rights of third parties.

Each of the Parties assumes responsibility for the consequences resulting from its faults, errors or omissions, as well as for the faults, errors or omissions of its possible subcontractors and causing direct damage to the other Party.

The Customer is automatically responsible for the actions of Users towards Koors SAS and towards third parties, including acts of representation by the Customer related to the execution, non-performance or modification of the Contract or the Software, notified by Koors SAS by email to the Customer or accepted by a User, who is, in accordance with the Contract, deemed to be acting in the name and on behalf of the Customer.

In the event of a modification of the general conditions of use of the Software by Koors SAS, each modification will automatically become an integral part of the Contract from one or other of the events referred to in the preceding paragraph.

In addition, and in the event of a proven fault by the Customer, Koors SAS will only be required to compensate for the pecuniary consequences of direct and foreseeable damage as a result of the performance of the Services.

Consequently, Koors SAS may under no circumstances incur liability for indirect or unforeseeable losses or damages of the Customer or third parties, which includes in particular any missed gain, loss, inaccuracy or corruption of files or Data, commercial prejudice, loss of turnover or profit, loss of turnover or profit, loss of turnover or profit, loss of customers, loss of an opportunity, cost of obtaining a product, service or alternative technology, in connection with or coming from non-performance or faulty performance of services.

In all cases, the amount of the Service Provider's liability is strictly limited to the reimbursement of the amount of the amounts actually paid by the Customer on the date of occurrence of the event giving rise to liability, based on the average consumption of the last three months.

In addition, Koors SAS cannot be held responsible for the accidental destruction of Data by the Customer or a third party who accessed the Application Services using the Identifiers given to the Customer.

Koors SAS can in no way be held responsible for any damage in the event of damage caused by an interruption or decrease in service by the telecommunications operator, the electricity supplier or in the event of force majeure.

None of the Parties may be held responsible for any breach of its obligations under the Contract, if such breach results from: a government decision, including any withdrawal or suspension of authorizations whatever they may be, a total or partial strike, internal or external to the company, a fire, a natural disaster, a state of war, a total or partial interruption or a blocking of telecommunications or electrical networks, An act of hacking, or more generally anything other force majeure event with the characteristics defined by case law.

In the event of an extension of a case of Force Majeure beyond thirty (30) consecutive days, each Party will have the option of terminating the Contract by notification to the other Party by email.

In the event of a breach by the Customer of its contractual obligations, the Contract may be automatically terminated 8 days after the sending of a letter of formal notice sent by registered mail with acknowledgement of receipt which has remained without effect.

In the event of termination, the Customer will stop using all access codes to the Solutions and the Application Services.

For trial and free offers, Koors SAS reserves the right to terminate the Contract as of right, without prejudice to the other remedies available to it on simple request by notifying the Customer by email 48 hours before the cessation of service.

Access to the Software will be made remotely, via the Internet, in the form of “Service as a Software” or SaaS.

The use of identifiers and passwords (hereinafter, the “Access Codes”), which will be communicated by Koors SAS to the Customer, will be necessary to access the Software during each connection.

The Customer is solely responsible for the conservation, security and integrity of the Access Codes communicated by Koors SAS to the Customer or a User and undertakes to report to Koors SAS any loss or abusive use of the Access Codes, as soon as possible and by any means, provided that such loss or abusive use is confirmed to Koors SAS without delay by registered letter with acknowledgement of receipt.

Until receipt by Koors SAS of such confirmation by registered mail with acknowledgement of receipt, any action performed by a User on the Software will be deemed to have been carried out by the Customer and will be the exclusive responsibility of the Customer towards Koors SAS and third parties.

Koors SAS reserves the right to suspend access to the Software in case of legitimate suspicion of fraudulent use or attempted fraudulent use of the Software.

Koors SAS will inform the Customer as soon as possible of such an occurrence.

The parties acknowledge that, despite the high level of security standards implemented by Koors SAS: (i) data transmitted via the Internet transits through independent electronic communication networks with various characteristics and capacities and which are sometimes overloaded, (ii) the Internet is an open network and that, therefore, information transmitted by this means is not protected against the risks of diversion, fraudulent, malicious or unauthorized intrusion, (ii) the Internet is an open network and that, therefore, information transmitted by this means is not protected against the risks of diversion, fraudulent, malicious or unauthorized intrusion. in the Customer's information system, of hacking, extraction or unauthorized alteration of data, system programs and files, contamination by computer viruses, and (iii) it is the Customer's responsibility to take all appropriate measures including raising awareness and controlling the activities of its Users in order to protect their information system and data against contamination by viruses and unauthorized intrusion attempts by third parties. Consequently, the Customer uses access to the Software at its own risk and peril.

The Customer declares and guarantees to Koors SAS that all operations carried out by him, including Users, directly or indirectly through the Software, will comply with the legislation applicable to his activities and to the Contract.

The Customer renounces the right to hire or employ, directly or through an intermediary, any employee of Koors SAS, without the express and prior agreement of the latter.

This renunciation is valid for the duration of the Contract and for the 24 months following its termination.

In the event that the Customer does not comply with this obligation, he undertakes to compensate the other Party by paying him immediately and on simple request, a fixed sum equal to 12 times the gross monthly remuneration of the employee at the time of departure.

Each Party undertakes to (i) keep confidential all information it receives from the other Party, and in particular to (ii) not to disclose the confidential information of the other Party to any third party, other than employees or agents who need to know it; and (iii) to use the confidential information of the other Party only for the purpose of exercising its rights and fulfilling its obligations under the Contract.

Notwithstanding the foregoing, none of the Parties shall have any obligation with respect to information that (i) has fallen or falls into the public domain regardless of a fault by the receiving Party, (ii) would be developed independently by the receiving Party, (iii) would be known to the receiving Party, (iii) would be known to the receiving Party before the other Party disclosed it to it, (iv) would be legitimately received from a third party not subject to a obligation of confidentiality, or (v) should be disclosed by law or by order of a court (to which cases, they should only be disclosed to the extent required and after having notified the Party that provided them in writing).

The obligations of the Parties with respect to confidential information will remain in force throughout the duration of the Contract and as long as, after its end, the information concerned remains confidential for the Party disclosing it and, in any event, for a period of 2 years after the end of the Contract.

Each Party will have the opportunity to mention commercial references relating to the other Party in communication and publication materials relating to the Software.

The nullity, expiration, absence of binding force or the unenforceability of one or any of the provisions of the Contract does not mean nullity, lapse, absence of mandatory force or the unenforceability of the other stipulations, which will maintain all their effects. However, the Parties may, by mutual agreement, agree to replace the invalid stipulation (s).

The Customer acknowledges and accepts that Koors SAS may use subcontractors and use agents for the purposes of the execution of the Contract.

The Contract is subject to French law, to the exclusion of any other legislation.

In case of drafting the Contract in several languages or translation, only the French version will prevail.

The Paris Commercial Court will have exclusive jurisdiction to hear all disputes arising from the Contract and its amendments, including, without being limited to, its existence, validity, interpretation, execution and/or termination as well as any resulting consequences, notwithstanding plurality of defendants, warranty claim or referral.